Prepared and filed by St Ives Burrups






 Exhibit 10.2

CONFORMED
EXECUTION COPY

	
	
	



 

PLEDGE
    AND SECURITY AGREEMENT


Dated as of August 6, 2004


by and among


ENDURANCE SPECIALTY HOLDINGS LTD.,


VARIOUS DESIGNATED SUBSIDIARY BORROWERS,


THE BANK OF NEW YORK,

as Collateral Agent


THE BANK OF NEW YORK,

as Custodian


and


JPMorgan Chase Bank,

as Administrative Agent

 

	
	
	






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PLEDGE AND SECURITY AGREEMENT (as amended, modified and supplemented and as in effect from time to time, this “Agreement”),
      dated as of August 6, 2004, by and among the undersigned subsidiary Borrowers
      (each, a “Grantor” and, together with any other entity
      that becomes a Grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”)
      The Bank of New York, as Collateral Agent (together with any successor
      Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors
	  (as defined below), The Bank of New York, as Custodian (in such capacity, and together
	  with any successor Custodian, the “Custodian”), and JPMorgan Chase Bank, as Administrative Agent (together with any successor Administrative Agent, the “Administrative Agent”).
      Certain capitalized terms as used herein are defined in Section 1 hereof.
      Except as otherwise defined herein, all capitalized terms used herein and
      defined in the Credit Agreement (as defined below) shall be used herein
      as therein defined. 



W I T N E S S E T H : 


WHEREAS, Endurance Specialty Holdings Ltd. (the “Parent
        Borrower”),
        various Designated Subsidiary Borrowers, the lenders from time to time
        party thereto (the “Lenders”), the Administrative Agent and Wachovia Bank, National Association, as Syndication Agent, have entered into a Credit Agreement, dated as of August 6, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Credit Agreement”),
        providing for the making of Loans to the Borrowers and the issuance of,
        and participation in, Letters of Credit for the account of the Designated
        Subsidiary Borrowers, all as contemplated therein (the Lenders, the Issuing
        Agent, the Administrative Agent, the Collateral Agent, the Custodian
        and each other agent under the Credit Agreement are herein called the “Secured
        Creditors”); 



WHEREAS, it is a condition precedent to the making of Loans to the Borrowers and the issuance of, and participation in, Letters of Credit for the account of the Designated Subsidiary Borrowers under the Credit Agreement that each Grantor shall have executed and delivered to the Collateral Agent this Agreement; and



WHEREAS, each Grantor will obtain benefits from the incurrence of Loans and/or the issuance of, and participation in, Letters of Credit for their respective accounts under the Credit Agreement and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to make Loans to the Borrowers and issue, and/or participate in, Letters of Credit for the account of the Designated Subsidiary Borrowers;



NOW, THEREFORE, in consideration of the benefits accruing to each Grantor, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby makes the following representations and warranties (solely as to itself and its Subsidiaries) to the Collateral Agent for the benefit of the Secured Creditors and hereby covenants and agrees (solely as to itself and its Subsidiaries) with the Collateral Agent for the benefit of the Secured Creditors as follows:




   Section
        1.   Definitions.   Terms
        defined in the Credit Agreement are used herein as defined therein. In
        addition, as used in this Agreement, the following terms have the following meanings
        (such meanings to be equally applicable to both the singular and plural
        forms of the terms defined): 




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“Account Control Agreement” means
    the account control agreement, dated as of the date of this Agreement, among
    the Custodian, the Grantors from time to time party thereto and the Collateral
    Agent, as amended, modified and supplemented and as in effect from time to
    time.



“Administrative Agent” has
    the meaning provided in the first paragraph of this Agreement, and shall
    include any successor thereto.



“Administrative Agent’s Notice” has the meaning provided
in Section 6.01(a).




“Adverse
        Claim” has
        the meaning assigned to such term in Section 8-102(a)(i) of the UCC. 



“Agency Securities” shall
    mean (i) single-class mortgage participation certificates in book-entry form
    backed by single-family residential mortgage loans, the full and timely payment
    of interest at the applicable certificate rate and the ultimate collection
    of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation
    (excluding REMIC or other multi-class pass-through certificates, collateralized
    mortgage obligations, pass-through certificates backed by adjustable rate
    mortgages, securities paying interest or principal only and similar derivative
    securities); (ii) single-class mortgage pass-through certificates in book-entry
    form backed by single-family residential mortgage loans, the full and timely
    payment of interest at the applicable certificate rate and ultimate collection
    of principal of which are guaranteed by the Federal National Mortgage Association
    (excluding REMIC or other multi-class pass-through certificates, pass-through
    certificates backed by adjustable rate mortgages, collateralized mortgage
    obligations, securities paying interest or principal only and similar derivative
    securities); and (iii) single-class fully modified pass-through certificates
    in book-entry form backed by single-family residential mortgage loans, the
    full and timely payment of principal and interest of which is guaranteed
    by the Government National Mortgage Association (excluding REMIC or other
    multi-class pass-through certificates, collateralized mortgage obligations,
    pass-through certificates backed by adjustable rate mortgages, securities
    paying interest or principal only and similar derivatives securities).



“Agreement” means
      this Pledge and Security Agreement, as amended, modified and supplemented
      and as in effect from time to time. 



“Borrowing Base Report” has the meaning provided in Section
6.01(b).




“Cash” means
immediately available funds in Dollars.




“Clearing
        Corporation” has
        the meaning assigned to such term in Section 8-102(a)(5) of the UCC and
        includes, among other things, DTC. 



  “Close of Business”
    on any given date, means the time of closing of the Federal funds wire in
    New York City on such date, or, with respect to any particular reference herein
    to such term, such earlier time on such date as may be agreed to by the Grantors,
    the Collateral Agent and the Custodian.




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“Collateral” has
the meaning provided in Section 4.01.




“Collateral Accounts” has
    the meaning provided in Section 4.02(a) and shall include any successor accounts.



“Collateral Agent” has
    the meaning provided in the first paragraph of this Agreement, and shall
    include any successor thereto.



“Collateral
        Deposit Accounts” has
        the meaning provided in Section 4.02(a) and shall include any successor
        accounts.



“Collateral Release Request” means
    a duly completed request from any Grantor to the Collateral Agent substantially
    in the form of Exhibit A.



“Collateral Securities Accounts” has
    the meaning provided in Section 4.02(a) and shall include any successor accounts.



“Collateral
        Transfer” means
        a transfer, deposit or delivery of any Property to be included as Collateral
        by or on behalf of any Grantor to the Collateral Agent or the Custodian
        in accordance with Section 4.03. 



“Credit Agreement” has the meaning provided in the recitals
of this Agreement.




“Credit Event” means
    the making of any Tranche 1 Revolving Loan or the issuance of any Tranche
    1 Letter of Credit.



“Credit Transaction” means,
    collectively, all Collateral Transfers, all releases of Collateral pursuant
    to Section 4.04 and the occurrence of any Credit Event.



“Custodian” has
      the meaning provided in the first paragraph of this Agreement and shall
      include any successor thereto. 



“Deposit Account” has
    the meaning assigned to such term in Section 9-102(a)(29) of the UCC.



“Deposit Account Bank” shall mean a “bank” (as
    defined in Section 9-102(a)(8) of the UCC) which maintains a Deposit Account.



“Derivative
        Security” means
        any security evidencing the right to receive payments of principal only
        or interest only with respect to an underlying Instrument or Security
        or otherwise evidencing a right to receive anything but proportionate
        payments of the principal of and interest on any underlying Instrument
        or Security, and any forward or futures contract, put, call, collar,
        option or swap agreement in respect of any Security. 



“DTC” means The Depository Trust Company, its successors and
assigns.




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“Financial
        Asset” has
        the meaning assigned to such term in Section 8-102(a)(9) of the UCC. 



“Governmental
        Authority” means
        any nation or government, any state or other political subdivision thereof,
        any entity exercising executive, legislative, judicial, regulatory or
        administrative functions of or pertaining to government. 



“Governmental Securities” means
    direct obligations of the United States of America, or direct obligations
    of any agency or instrumentality thereof the obligations of which are expressly
    backed by the full faith and credit of the United States of America, or obligations
    fully and expressly guaranteed as to principal and interest by the United
    States of America or any such agency or instrumentality thereof, other than
    any Structured Finance Securities or Derivative Securities.



“Grantor” has
      the meaning provided in the first paragraph of this Agreement and shall
      include any successor thereto. 



“Indemnitee” has the meaning provided in Section 10.04(b) of
this Agreement.




“Instrument” has
    the meaning assigned to such term in Section 9-102(a)(47) of the UCC.



“Investment Property” has
    the meaning assigned to such term in Section 9-102(a)(49) of the UCC.




“Lenders” has
the meaning provided in the recitals of this Agreement. 



“Location” of any Grantor, means such Grantor’s “location” as
    determined pursuant to Section 9-307 of the UCC.



“Market Value” of
    each Security at a particular time, means the fair market value determined
    for such Security at the close of business on the last preceding Business
    Day. For purposes of this definition, unpaid dividends and other unpaid distributions
    on or in respect of Securities and accrued but unpaid interest on Governmental
    Securities and Agency Securities will be excluded from the determination
    of Market Value. For purpose of the determination of any Market Value, the
    Custodian or the Collateral Agent shall be entitled to rely on any independent
    pricing service deemed reliable by it, and in the event no such pricing service
    exists, the Market Value shall be provided by the Administrative Agent].




“NYSE” means
the New York Stock Exchange. 



“Parent Borrower” has the meaning provided in the recitals of
this Agreement.




“Primary Obligations” has
    the meaning provided in Section 8.04(b) of this Agreement.



“Pro Rata Share” has the meaning provided in Section 8.04(b)
of this Agreement.




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“Proceeds” means all “proceeds” as
    such term is defined in Section 9-102(a)(64) of the UCC and, in any event,
    shall include, without limitation, all interest on or other income from the
    Cash from time to time on deposit in any Collateral Account, and all collections
    and distributions (including, without limitation, interest and dividends)
    with respect to any Security held in any Collateral Account.







“Property” means
    any right or interest in or to property of any kind whatsoever, whether real,
    personal or mixed and whether tangible or intangible.








“Registered
      Organization” has the meaning provided in the Uniform Commercial
      Code as in effect in the State of New York.







“Requirements
      of Law” for any Person, means the Certificate of Incorporation
      and By-Laws or other organizational or governing documents of such Person,
      and any law, treaty, rule or regulation, or determination of an arbitrator
      or a court or other Governmental Authority, in each case applicable to
      or binding upon such Person or any of its property or to which such Person
      or any of its property is subject.








“Secondary Obligations” has
    the meaning provided in Section 8.04(b) of this Agreement.








“Secured Creditors” has
    the meaning provided in the recitals of this Agreement and shall include
    any successor thereto.








“Secured
      Obligations” means, as to any Grantor (solely as to itself), all
      of the following:








(i)   the
    full and prompt payment when due (whether at stated maturity, by acceleration
    or otherwise)
    of all obligations, liabilities and indebtedness (including, without limitation,
    principal, premium, interest (including, without limitation, all interest
    that accrues after the commencement of any case, proceeding or other action
    relating to the bankruptcy, insolvency, reorganization or similar proceeding
    of such Grantor at the rate provided for in the respective documentation,
    whether or not a claim for post-petition interest is allowed in any such
    proceeding), reimbursement obligations under Letters of Credit, fees, costs
    and indemnities) of such Grantor to the Secured Creditors, whether now existing
    or hereafter incurred under, arising out of, or in connection with, the Credit
    Agreement and the other Credit Documents to which such Grantor is a party
    and the due performance and compliance by such Grantor with all of the terms,
    conditions and agreements contained in the Credit Agreement and in such other
    Credit Documents;







(ii)   any and all sums
    advanced by the Collateral Agent and/or the Custodian in order to preserve
    the Collateral or preserve the Collateral Agent’s security interest
    in the Collateral;







(iii)  in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Grantor referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or
    realizing on the Collateral, or of any exercise by the Collateral Agent of
    its rights hereunder, together with reasonable attorneys’ fees and court
    costs;





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(iv)  all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Grantor under Section 10.04(b) of this Agreement; and







(v) all amounts owing by such Grantor to the Administrative Agent in connection with Tranche 1 Revolving Loans or Tranche 1 Letters of Credit pursuant to any of the Credit Documents in its capacity as such;






Notwithstanding anything to the contrary contained in this definition, it is
understood and agreed that
the “Secured Obligations” of each Grantor shall (x) include obligations
solely to the extent the Secured Obligations of such Grantor consist of or are
incurred in connection with Tranche 1 Revolving Loans or Tranche 1 Letters of
Credit to such Grantor, (y) include extensions of credit to the respective Grantor
of the types described above in connection with the Tranche 1 Revolving Loans
and the Tranche 1 Letters of Credit, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement and
(z) in the case of the Parent Borrower, shall not include any obligations arising
under the Parent Borrower Guaranty.





“Security” and “Securities” have
    the meaning provided in Section 8-102(a)(15) of the UCC and shall in any
    event also include for all purposes under this Agreement any certificates
    of deposit and money market deposits of any commercial bank.







“Securities Account” has
    the meaning assigned to such term in Section 8-501(a) of the UCC.







“Securities
      Intermediary” has the meaning assigned to such term in Section
      8-102(a)(14) of the UCC.







“Security Entitlement” has
    the meaning assigned to such term in Section 8-102(a)(17) of the UCC.







“Structured Finance Securities” means
    (a) securities representing participations in, or the payment of which is
    secured by, a pool of loans the repayment of which is secured by a mortgage,
    deed of trust, other mortgage securities or other fee or leasehold interest
    upon real estate or other assets, (b) securities representing participations
    in, or the payment of which is secured by, a pool of receivables (of any
    nature) or (c) any similar types of securities, other than, in each case,
    Derivative Securities.







“Termination Date” has
the meaning provided in Section 10.08.







“Transmitting Utility” has
    the meaning given such term in Section 9-102(a)(80) of the UCC.







“UCC” means
    the Uniform Commercial Code, as amended, and as in effect from time to time
    in the State of New York, except that references to sections of the UCC refer
    to the section numbers of such sections as of the date of this Agreement.






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Section 2.   Appointment of Custodian. 




Section 2.01   Appointment.   Each
    Grantor and the Collateral Agent hereby appoint the Custodian as custodian,
    bailee, Deposit Account Bank and Securities Intermediary of all Eligible
    Securities and Cash at any time delivered to, or deposited with, the Custodian
    in connection with any and all Credit Transactions and as their agent to
    effect such Credit Transactions. The Custodian hereby accepts the foregoing
    appointment as custodian, bailee, Deposit Account Bank, Securities Intermediary
    and agent. 




Section 3.   Representations and Covenants
of each Grantor.




Section 3.01   Representations
      by each Grantor.   Each
      Grantor (solely as to itself and its Subsidiaries) represents, warrants
      and covenants (and each Grantor shall be deemed to repeat each such representation
      and warranty on each date on which a Primary Obligation is outstanding)
      that: 





(a)   it
    is the legal, beneficial and record owner of, and has good and marketable
    title to, all of its Collateral consisting of one or more Collateral Accounts
    and all Financial Assets, cash, instruments and Securities credited thereto
    and Security Entitlements and credit balances carried therein and that it
    has sufficient interest in all of its Collateral in which a security interest
    is purported to be created hereunder for such security interest to attach
    (subject, in each case, to no pledge, lien, mortgage, hypothecation, security
    interest, charge, option, Adverse Claim or other encumbrance whatsoever,
    other than Liens which are permitted under Section 8.03(a), (k) or (l) of
    the Credit Agreement and which are not prior to the Liens created by this
    Agreement);







(b)   it
    has full power, authority and legal right to pledge and charge all the Collateral
    pledged by it pursuant to this Agreement;







(c)   this
    Agreement has been duly authorized, executed and delivered by such Grantor
    and constitutes a legal, valid and binding obligation of such Grantor enforceable
    against such Grantor in accordance with its terms, except to the extent that
    the enforceability thereof may be limited by applicable bankruptcy, insolvency,
    reorganization, moratorium or other similar laws affecting creditors’ rights
    generally and by general equitable principles (regardless of whether enforcement
    is sought in equity or at law);







(d)   except
    to the extent already obtained or made, no consent of any other party (including,
    without limitation, any stockholder, partner, member or creditor of such
    Grantor or any of its Subsidiaries) and no consent, license, permit, approval
    or authorization of, exemption by, notice or report to, or registration,
    filing or declaration with, any governmental authority is required to be
    obtained by such Grantor in connection with (a) the execution, delivery or
    performance of this Agreement by such Grantor, (b) the validity or enforceability
    of this Agreement against such Grantor, (c) the perfection or enforceability
    of the Collateral Agent’s security interest in such Grantor’s Collateral
    or (d) except for compliance with or as may be required by applicable securities
    laws, the exercise by the Collateral Agent of any of its rights or remedies
    provided herein;






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(e)   neither
    the execution, delivery or performance by such Grantor of this Agreement
    or the other Credit Documents to which it is a party nor compliance with
    the terms and provisions thereof nor the consummation of the transactions
    contemplated therein: (i) will contravene any applicable provision of any
    law, statute, rule, regulation, order, writ, injunction or decree of any
    court or governmental instrumentality; (ii) will conflict or be inconsistent
    with or result in any breach of any of the terms, covenants, conditions or
    provisions of, or constitute a default under, or result in the creation or
    imposition of (or the obligation to create or impose) any Lien (except pursuant
    to the Security Documents or pursuant to Section 4.02(g) of the Credit Agreement)
    upon any of the property or assets of such Grantor or any of its Subsidiaries
    pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement,
    credit agreement, securities loan agreement, repurchase agreement or any
    other material agreement or instrument to which such Grantor or any of its
    Subsidiaries is a party or by which it or any of its property or assets are
    bound or to which it may be subject; or (iii) will violate any provision
    of the certificate of incorporation, by-laws or other organizational documents
    of such Grantor or any of its Subsidiaries;







(f)   to
    the best of such Grantor’s knowledge, all of such Grantor’s Collateral
    consisting of Securities has been duly and validly issued, is fully paid
    and non-assessable and is subject to no options to purchase or similar rights;







(g)   “control” (as defined in Section 8-106 of the UCC) has been obtained by the Collateral Agent over all of such Grantor’s
    Collateral consisting of Securities, Security Entitlements and Securities
    Accounts;







(h)   “control” (as defined in Section 9-104 of the UCC) has been obtained by the Collateral Agent over all of such Grantor’s
    Collateral consisting of Deposit Accounts;







(i)   each
    Grantor covenants and agrees (solely as to itself) that it will defend the
    Collateral Agent’s and its right, title and security interest in and to such Grantor’s
    Collateral and the proceeds thereof against the claims and demands of all
    persons whomsoever; and each Grantor covenants and agrees (solely as to itself)
    that it will have like title to and right to pledge any other property at
    any time hereafter pledged to the Collateral Agent by such Grantor as Collateral
    hereunder and will likewise defend the right thereto and security interest
    therein of the Collateral Agent and the other Secured Creditors;







(j)   this
    Agreement, together with the Account Control Agreement and the transfer,
    deposit or delivery of any Collateral by or on behalf of such Grantor to
    the Collateral Agent or its agent (including the Custodian), or to any Collateral
    Account, will constitute, in favor of the Collateral Agent, a valid first
    lien on and first priority perfected security interest in all of the Collateral,
    subject to no other Lien other than Liens which are permitted under Section
    8.03(a), (k) or (l) of the Credit Agreement and which are not prior to the
    Liens created by this Agreement; and







 






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(k)   The
  exact legal name of each Grantor, the type of organization of such Grantor,
  whether or not such Grantor is a Registered Organization, the jurisdiction
  of organization
  of such Grantor, such Grantor’s Location, the organizational identification
  number (if any) of such Grantor and whether or not such Grantor is a Transmitting
  Utility are listed on Annex A hereto for such Grantor. Such Grantor shall not
  change its legal name, its type of organization, its status as a Registered
  Organization (in the case of a Registered Organization), its status as a Transmitting
  Utility or as a Person which is not a Transmitting Utility, as the case may
  be, its jurisdiction of organization, its Location or its organizational identification
  number (if any) from that set forth on Annex A hereto, except that any such
  changes shall be permitted (so long as same do not involve (x) a Registered
  Organization ceasing to constitute same or (y) such Grantor changing its jurisdiction
  of organization or Location from the United States or a State thereof to a
  jurisdiction of organization or Location, as the case may be, outside the United
  States or a State thereof) if (i) it shall have given to the Collateral Agent
  not less than 15 days’ prior
  written notice of each change to the information listed on Annex A (as adjusted
  for any subsequent changes thereto previously made in accordance with this
  sentence), together with a supplement to Annex A which shall correct all information
  contained therein for such Grantor, and (ii) in connection with the respective
  such change or changes, it shall have taken all action reasonably requested
  by the Collateral Agent to maintain the security interests of the Collateral
  Agent in the Collateral intended to be granted hereby at all times fully perfected
  and in full force and effect. In addition, to the extent that such Grantor
  does not have an organizational identification number on the date hereof and
  later obtains one, such Grantor shall promptly thereafter notify the Collateral
  Agent of such organizational identification number and shall take all actions
  reasonably satisfactory to the Administrative Agent to the extent necessary
  to maintain the first priority security interest of the Collateral Agent in
  the Collateral intended to be granted hereby fully perfected and in full force
  and effect.





Section 4.   Collateral; Establishment of
Collateral Accounts.




Section 4.01   Pledge,
      Grant of Security Interest.   As security for the prompt and complete payment and performance when due
      of all of its Secured Obligations, each Grantor does hereby severally (and
      not jointly) assign and transfer unto the Collateral Agent, and does hereby
      severally (and not jointly) pledge, charge and grant to the Collateral
      Agent, for the benefit of the Secured Creditors, a continuing security
      interest in all of the right, title and interest of such Grantor in, to
      and under all of the following property (and all rights therein) of such
      Grantor, or in which or to which such Grantor has any rights, in each case
      whether now existing or hereafter from time to time acquired (all of which
      is hereinafter collectively referred to as the “Collateral”): 





(a)   each
    Collateral Account (as defined in Section 4.02) of, or in the name of, such
    Grantor;







(b)   all
    Cash, Securities, Security Entitlements, Investment Property, Financial Assets,
    credit balances and other assets and Property and all Instruments, in each
    case from time to time deposited or held in or transferred or credited to
    or carried in any Collateral Account of such Grantor from time to time;






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(c)   
  all Securities,
  moneys or Property representing a dividend on any of the assets of such Grantor
  described in clause (b) of this Section 4.01, or representing a distribution
  or return of capital upon or in respect of any of such assets, or resulting
  from a split-up, revision, reclassification or other like change of any of such
  assets of such Grantor or otherwise received in exchange therefor, and any subscription
  warrants, rights or options issued to the holders of, or otherwise in respect
  of, any of such assets of such Grantor;




(d)   
  all Proceeds
  of any and all of the foregoing (including, without limitation, all causes of
  action, claims and warranties now or hereafter held by such Grantor in respect
  of any of the items listed above), all interest on or other income from the
  Cash and other Property from time to time held in any Collateral Account of
  such Grantor, and all collections and distributions with respect to any of the
  assets of such Grantor described in clauses (a) through (c) of this Section
  4.01; and




(e)   
  to the
  extent related to any property described in the preceding clauses of this Section
  4.01, all books, correspondence, credit files, records and other papers. 





Section
  4.02    Establishment of Collateral Accounts.   (a)   On or prior to the Effective
  Date and upon any Person becoming a Grantor hereunder, each such Grantor shall
  have established with the Custodian, and at all times thereafter until the Secured
  Obligations of such Grantor shall have been irrevocably and indefeasibly paid
  in full and this Agreement is terminated in accordance with its terms, such
  Grantor shall maintain with the Custodian: 




  (i)   
    each
    Deposit Account listed in Part A of Schedule I hereto (each of which shall
    be maintained by the Custodian in the name of such Grantor) (each, a “Collateral Deposit Account”);
    




  (ii)   
    each
    Securities Account listed in Part B of Schedule I hereto (each of which shall
    be maintained by the Custodian in the name of such Grantor) (each a “Collateral
    Securities Account”
    and, together with each Collateral Deposit Account, the “Collateral
    Accounts”). 




(b)   
  The Custodian
  shall credit any Cash or Securities deposited, delivered or transferred by or
  on behalf of the respective Grantor to the Custodian in connection with any
  Credit Transaction in accordance with Section 4.03 to (x) in the case of Cash,
  such Grantor’s Collateral Deposit Account and (y) in the case of Securities,
  such Grantor’s Collateral Securities Account.




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  Section
    4.03    Procedures
    for Depositing Cash and Crediting Securities to Collateral
    Accounts. 




(a)   
  In
  General.   Each
  Grantor may, prior to 1:00 p.m. New York City time, on any Business Day, transfer,
  deliver or deposit or cause to be transferred, delivered or deposited, as the
  case may be, (i) Cash to such Grantor’s Deposit Account or (ii) Securities
  to such Grantor’s Securities Account.




(b)   
  Collateral
  Transfer.   (i)   Concurrently with, or prior to, any Collateral Transfer to the Custodian
  for inclusion in the respective Grantor’s Borrowing Base, the respective
  Grantor shall (x) deliver customary forms provided by the Custodian (completed
  to the satisfaction of the Custodian) in respect of such transfer, delivery
  or deposit (each, a “Collateral Transfer”) and (y) notify the Collateral
  Agent and the Administrative Agent of such Collateral Transfer in writing, which
  notice shall be substantially in the form of Exhibit B and shall set forth (i)
  the date of such Collateral Transfer, (ii) in reasonable detail, a description
  of the Securities (and the respective fair market value thereof as of the date
  of such Collateral Transfer), (iii) the Borrowing Base of such Grantor both
  before and after giving effect to such Collateral Transfer and (iv) an officer’s
  certificate certified by an Authorized Officer that the Cash and/or Securities
  subject to such Collateral Transfer constitutes Collateral of such Grantor under
  this Agreement and is subject to security interests granted herein. Each Collateral
  Transfer shall be made in accordance with customary procedures of the Custodian,
  which procedures shall be deemed to be incorporated by reference in this Agreement
  as if set forth in full herein. 




(c)   
  Upon
  the occurrence of each Credit Transaction, the Parent Borrower and the respective
  Grantor shall be deemed to represent and warrant to the Collateral Agent with
  respect to each item of Property subject to such Collateral Transfer or otherwise
  constituting Collateral of such Grantor that:




(i)   
  if such
  Property is a Security, it is an Eligible Security;



(ii)   
  such
  Grantor has noted on its books and records that such Property is pledged to
  the Collateral Agent under this Agreement;




(iii)   
  the Borrowing
  Base of such Grantor is equal to or exceeds 100% of the amount of the Secured
  Obligations of such Grantor on and as of the date of such Collateral Transfer;
  and




(iv)   
  with
  respect to each such Property (and all other Property theretofore transferred
  to the Collateral Agent and included in the Collateral hereunder), this Agreement,
  the Account Control Agreement and the delivery of such Property to the respective
  Collateral Account creates a valid first Lien on and first priority perfected
  security interest in such Property in favor of the Collateral Agent, subject
  to no other Liens other than Liens which are permitted under Section 8.03(a),
  (k) or (l) of the Credit Agreement and which are not prior to the Liens created
  by this Agreement, and enforceable as such against all other creditors of such
  Grantor.




  (d)   
    Form
    of Transfer.
    The Grantor shall transfer each item of Collateral to the Custodian in a form
    and manner sufficient to create a perfected first priority security interest therein
    in favor of the Collateral Agent under the UCC, and otherwise in a form and
    manner reasonably acceptable to the Collateral Agent and the Custodian. 
  




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(e)   
  Rights
  of the Collateral Agent.   Notwithstanding anything to the contrary in this Agreement, the Collateral Agent
  and/or the Custodian shall have the right to reject or return any Security transferred
  to any Collateral Account to the extent that it has determined, with the advice
  of its counsel (which may be in-house counsel), that acceptance of such Security
  as Collateral or otherwise, would violate or conflict with any law, treaty,
  rule or regulation or determination of any Governmental Authority or other requirements
  of law binding upon the Collateral Agent or the Custodian.




(f)   
  Further
  Assurances.   In connection with any Collateral Transfer under this Section 4.03 or otherwise
  in respect hereof, each Grantor shall take such action, at its own expense,
  as the Collateral Agent may reasonably request (including, without limitation,
  to the extent that the Collateral Agent may reasonably request, delivering undated
  bond powers or other instruments of transfer or entering into one or more control
  agreements on terms reasonably satisfactory to the Collateral Agent) for the
  purpose of ensuring that the Collateral Agent will have a perfected first priority
  security interest with respect to each item of Collateral so transferred. In
  addition, each Grantor will furnish to the Administrative Agent and the Collateral
  Agent from time to time statements and schedules identifying and describing
  the Collateral (including, without limitation, each Borrowing Base Certificate
  delivered pursuant to Section 7.01(h) of the Credit Agreement) with respect
  to such Grantor and such other reports in connection with such Collateral as
  the Collateral Agent may reasonably request, all in reasonable detail. 





  Section
    4.04    Procedures
    for Requesting Releases of Collateral from Collateral Accounts.




(a)   
  In
  General.   Each
  Grantor may, prior to 1:00 p.m. New York City time, on any Business Day, deliver
  to the Collateral Agent and the Custodian a request for release of Collateral
  from one or more of its Collateral Accounts in accordance with the procedures
  set forth in Section 4.04(b).




(b)   
  Collateral
  Release Request.   Prior to each release by the Collateral Agent and the Custodian of Collateral
  to the respective Grantor, such Grantor shall deliver to the Collateral Agent
  and the Custodian a Collateral Release Request substantially in the form of
  Exhibit A (appropriately completed) with respect thereto. Each Collateral Release
  Request shall be delivered in writing together with such customary documents
  as may be required by the Custodian and/or the Collateral Agent in accordance
  with their customary procedures which shall be reasonably acceptable to such
  Grantor, which procedures shall be deemed to be incorporated by reference in
  this Agreement as if set forth in full herein.




(c)   
  Notwithstanding
  anything to the contrary contained in this Agreement or any other Credit Document,
  no Collateral shall be released by the Custodian or the Collateral Agent on
  behalf of any Grantor pursuant to any Collateral Release Request (i) if, immediately
  before or after giving effect thereto, the Borrowing Base of such Grantor would
  be less than 100% of the amount of the Secured Obligations of such Grantor on
  and as of the date of such




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Collateral
  Release Request or (ii) if a Default or an Event of Default has occurred and
  is continuing, unless, in each case, in the reasonable determination of the
  Collateral Agent, such release is (x) of Securities against simultaneous deposit
  of Cash by such Grantor to such Grantor’s Deposit Account in an amount
  equal to the aggregate Market Value of the released Securities or (y) made simultaneously
  with the transfer or delivery by such Grantor to the Custodian of Securities
  (to be credited to such Grantor’s Securities Account) having an aggregate
  Market Value at least equal to the aggregate Market Value of the released Securities;
  provided
  that, in each case under clauses (i) and (ii) of this paragraph, the Administrative
  Agent has provided notice to the Custodian and the Collateral Agent of such
  deficiency or such Default or Event of Default in accordance with Section 10.02.
  


(d)   
  Neither
  the Collateral Agent nor the Custodian shall have any liability whatsoever to
  any other Secured Creditor as the result of any release of Collateral by it
  in accordance with (or which the Collateral Agent reasonably believes to be
  in accordance with) this Section 4.04.




Section 5.   
  Effecting
  Credit Events.
  




Section
  5.01    Effecting the Making of a Loan or the Issuance of a Letter of Credit.   Notwithstanding anything to the contrary, no Lender nor the Issuing Agent shall
  be required to make any Tranche 1 Revolving Loan or issue any Tranche 1 Letter
  of Credit to a Borrower whose Borrowing Base immediately upon giving effect
  to such Credit Event would be less than 100% of the Secured Obligations of such
  Grantor as confirmed by the Custodian and the Collateral Agent to the Administrative
  Agent immediately prior to such Credit Event. In confirming whether such Borrowing
  Base is less than 100% of the Secured Obligations of such Grantor, the Custodian
  and the Collateral Agent shall be entitled to rely on any information provided
  by the Administrative Agent concerning the amount of Secured Obligations then
  outstanding. 




Section 6.   
  Notices
  and Reports.
  




Section 6.01   
  Notices
  and Reports; Recordkeeping.





  (a)   
    Notices
    from Administrative Agent.   On each Business Day, the Administrative Agent may, but shall have no obligation
    to, deliver to the Collateral Agent a notice (the “Administrative
    Agent’s Notice”) of the aggregate amount of the outstanding
    Secured Obligations of each Grantor. The Collateral Agent may conclusively
    rely without further investigation on each Administrative Agent’s Notice
    for purposes of determining whether the aggregate amount of the Secured Obligations
    of each Grantor exceeds the Borrowing Base of such Grantor and for preparing
    the Borrowing Base Report in respect of such Grantor. The Administrative Agent’s
    Notice shall have no purpose other than to enable the Collateral Agent to
    make such determination and to prepare such Borrowing Base Reports, shall
    not be conclusive evidence of the amount of any Grantor’s Secured Obligations
    and may not evidence any claim or assertion by any Grantor of the amount of
    its Secured Obligations. Any failure by the Administrative Agent to deliver
    an Administrative Agent’s Notice shall not constitute a breach or default
    by the Administrative Agent, and the Collateral Agent may rely on the last
    Administrative Agent’s Notice delivered to the Collateral Agent. The
    Administrative Agent shall
    have no liability whatsoever to the Collateral Agent, any Grantor or any
    other Person relating to the information in any Administrative Agent’s
    Notice or to any delivery or failure to deliver any Administrative Agent’s
    Notice. 




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  (b)   
    Borrowing
    Base Report.   By 3:00 p.m. (New York time) on each Business Day, the Collateral Agent shall
    deliver to the Administrative Agent a report (a “Borrowing Base Report”)
    containing (i) the Market Value of all Collateral, (ii) the product of the
    Market Value of each item of Collateral and the applicable Advance Rate, and
    the amount by which the Borrowing Base of each Grantor exceeds or is less
    than the Secured Obligations of such Grantor, determined on the basis of the
    most recent Administrative Agent’s Notice delivered to the Collateral
    Agent in respect of such Grantor. If the Collateral Agent receives an Administrative
    Agent’s Notice by 1:00 p.m. (New York time) on any Business Day, then
    the Collateral Agent shall prepare its Borrowing Base Report for that Business
    Day using the information contained in such Administrative Agent’s Notice.
    If the Collateral Agent does not receive an Administrative Agent’s Notice
    by 1:00 p.m. (New York time) on any Business Day, then the Collateral Agent
    shall prepare its Borrowing Base Report for that Business Day using the information
    contained in the last Administrative Agent’s Notice that was received
    by the Collateral Agent. 




(c)   
  Recordkeeping.   The Collateral Agent and the Custodian shall maintain books and records necessary
  to enable them to determine at any time all Collateral Transfers and all releases
  of Collateral which have occurred on or prior to such time. Each Grantor agrees
  that such books and records of the Custodian and the Collateral Agent shall
  be conclusive as to the matters contained therein absent manifest error. 





Section 6.02   
  Rights
  of Collateral Agent with Respect to Calculations.
  




(a)   
  Notices,
  Reports, Requests, etc.   In
  making the calculations in connection with any notice, request or report or
  otherwise, (i) the Collateral Agent shall be entitled (but not obligated) to
  rely on the Custodian, (ii) the Administrative Agent shall be entitled to rely
  on the Custodian and/or the Collateral Agent, and (iii) the Collateral Agent
  and the Custodian shall be entitled to rely on any independent pricing service
  in the determination of the Market Value with respect to the Eligible Securities
  described therein. 




(b)   
  Agency
  Securities.   In producing the Borrowing Base Report, the Collateral Agent (and the Custodian
  in furnishing any Market Values therefor) shall not be required to consider
  or recognize any reduction in the principal amount of any Agency Securities
  held as Collateral until after the Collateral Agent has received written notice
  (including electronic communications) of such reduction by or behalf of the
  issuer of such Agency Securities.




(c)   
  Dispute.   The Collateral Agent and/or the Administrative Agent upon a reasonable basis
  may disagree with and dispute any request for a Collateral Transfer, any Collateral
  Release Request, Borrowing Base Report, or other notice or information at any
  time. 




(d)   
  Limitation
  on Liability.   In no event shall the Collateral Agent, the Custodian or the Administrative
  Agent be liable to any Grantor or any other Person for the accuracy
  of its determination of the aggregate amount of the Grantor’s Secured
  Obligations, the Grantor’s Borrowing Base or the Market Value of any item
  of Collateral, for any determination regarding the eligibility of any Securities
  for inclusion in the Borrowing Base or for any other determination or calculation
  except in the case of its gross negligence or willful misconduct (as determined
  in a court of competent jurisdiction in a final and non-appealable decision).   




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  Section 7.   Additional
    Covenants of the Grantors.   In furtherance of the grant of the pledge and
    security interest pursuant to Section 4.01 hereof, each Grantor (solely as
    to itself) hereby agrees with the Collateral Agent as follows:




  Section 7.01   Delivery
    and Other Perfection.   Each Grantor shall:




(a)   take such action as the Administrative Agent or the Collateral Agent shall deem
  necessary or appropriate to duly record the Lien created hereunder in the Collateral
  with respect to such Grantor;




(b)   give, authorize, execute, deliver, file and/or record any financing statement,
  notice, instrument, document, agreement or other papers that may be necessary
  or desirable (in the reasonable judgment of the Administrative Agent or the
  Collateral Agent) to create, preserve, perfect or validate the pledge and security
  interest granted pursuant hereto or to enable the Collateral Agent to exercise
  and enforce its rights hereunder with respect to such pledge and security interest,
  including, without limitation, (i) causing any or all of the Collateral with
  respect to such Grantor to be transferred of record into the name of the Collateral
  Agent or the Custodian or the Collateral Agent’s nominee (and the Collateral
  Agent agrees that if any such Collateral is transferred into its name or the
  name of its nominee, the Collateral Agent will thereafter promptly give to such
  Grantor copies of any notices and communications received by it with respect
  to such Collateral), (ii) in the case of any Securities to be included in the
  Collateral that are held on the books of any Clearing Corporation, causing such
  Securities to be credited to an account of a Securities Intermediary designated
  by the Collateral Agent maintained with such Clearing Corporation, and (iii)
  entering into one or more control agreements;




(c)   if (i) such Grantor is not entitled to receive from the Collateral Agent distributions
  with respect to any Collateral pursuant to Section 7.04(a), (ii) any distribution
  in respect of any of such Collateral shall be evidenced by, or any of such Collateral
  shall otherwise be converted to, any Instrument and (iii) such Instrument is
  transferred to such Grantor or otherwise at its direction (other than to the
  Collateral Agent) in a physical form, such Grantor shall immediately transfer,
  or cause to be transferred, such Instrument to the Custodian for credit to such
  Grantor’s Collateral Account, and the Custodian shall credit such Instrument
  to such Grantor’s Collateral Account, duly endorsed in a manner reasonably
  satisfactory to the Collateral Agent and the Custodian, to be held as Collateral
  with respect to such Grantor pursuant to this Agreement, and such Grantor shall
  transfer any cash distributions or interest received by such Grantor immediately
  to the Custodian for credit to such Grantor’s Collateral Account, and the
  Custodian shall promptly credit such Instrument to such Grantor’s Collateral
  Account; and



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(d)   keep full and accurate books and records relating to the Collateral with respect
  to such Grantor, and stamp or otherwise mark such books and records in such
  manner as the Collateral Agent may reasonably require in order to reflect the
  security interests granted by this Agreement.




  Section 7.02   Other
    Financing Statements and Liens.   No Grantor shall file or permit to be
    on file, or authorize or permit to be filed or to be on file, in any jurisdiction,
    any financing statement or like instrument with respect to the Collateral
    in which the Collateral Agent is not named as the sole secured party or be
    a party to any control agreement related to the Collateral except in favor
    of the Collateral Agent, and shall not otherwise create or permit to exist
    any Lien or any other interest of any kind upon or with respect to any of
    such Collateral, except Liens which are permitted under Section 8.03(a), (k)
    or (l) of the Credit Agreement and which are not prior to the Liens created
    by this Agreement.




  Section 7.03   Maintenance
    of Borrowing Base Percentage.   Subject to Section 4.02 of the Credit Agreement,
    each Grantor will take all such actions as shall be necessary to cause the
    Borrowing Base of such Grantor at all times to be at least 100% of the Secured
    Obligations of such Grantor.




  Section 7.04   Voting
    Rights; Dividends; etc.   (a)   So long as no Default or Event of Default
    shall have occurred and be continuing, each Grantor shall be entitled (i)
    to exercise or refrain from exercising any or all voting and other consensual
    rights in respect of such respective Grantor’s Collateral or any part
    thereof for all purposes not inconsistent with the provisions of this Agreement
    and (ii) to receive from the Custodian any cash dividend, interest or other
    cash distribution with respect to the respective Grantor’s Collateral
    actually received by the Custodian (except for any distribution specified
    by the issuer in a writing delivered or otherwise notified to the Collateral
    Agent as a special, extraordinary or liquidating dividend), net of withholding
    for any tax, assessment, charge or levy. In order to release such dividend,
    interest or distribution, the respective Grantor may execute an appropriate
    Collateral Release Request in respect thereof, subject to its Borrowing Base
    being equal to at least 100% of such Grantor’s Secured Obligations upon
    the release thereof.




(b)   The Collateral Agent shall notify each Grantor of such rights or discretionary
  actions or of the date or dates by when such rights must be exercised or such
  action must be taken provided that the Custodian has received, from the issuer
  or the relevant depository (with respect to Securities issued in the United
  States) or from the relevant subcustodian, depository or a nationally or internationally
  recognized bond or corporate action service to which the Custodian subscribes,
  timely notice of such rights or discretionary corporate action and of the date
  or dates such rights must be exercised or such action must be taken. Absent
  actual receipt of such notice, the Collateral Agent and the Custodian shall
  have no liability for failing to so notify a Grantor.




(c)   Whenever Securities (including, but not limited to, warrants, options, tenders,
  options to tender or non-mandatory puts or calls) confer optional rights on
  a Grantor or provide for discretionary action or alternative courses of action
  by such Grantor, such Grantor shall be responsible for making any decisions
  relating thereto and for directing the Collateral Agent. In order for the Collateral
  Agent to act, it must receive the Grantor’s written instructions at its
  offices, addressed as the Collateral Agent may from time to time request, not
  later than noon (New York time) at least two Business Days prior to the last
  scheduled date to act with respect to such Securities (or such earlier date
  or time as the Collateral Agent may notify the Grantor). Absent the Collateral
  Agent’s timely receipt of such written instructions, the Collateral Agent
  shall not be liable for failure to take any action relating to or to exercise
  any rights conferred by such Securities.   



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  (d)   Except
    as provided in Section 7.04(e), all voting rights with respect to Securities,
    however registered, shall be exercised by the Grantor or its designee. For
    Securities issued in the United States, the Collateral Agent’s only duty
    shall be to mail to the respective Grantor any documents (including proxy
    statements, annual reports and signed proxies) received by the Collateral
    Agent relating to the exercise of such voting rights. With respect to Securities
    issued outside of the United States, the Collateral Agent’s only duty
    shall be to provide the respective Grantor with access to a provider of global
    proxy services at such Grantor’s request. Such Grantor shall be responsible
    for all costs associated with its use of such services.




(e)   Upon the occurrence of a Default or Event of Default, (i) each Grantor shall
  hold any dividends, interest or other distributions which it receives with respect
  to its respective Collateral in trust for the Collateral Agent, separate from
  all other moneys of such Grantor, and forthwith transfer such dividends, interest
  or other distributions to the Custodian for crediting to the relevant Collateral
  Accounts, (ii) the Collateral Agent shall be entitled to register all or any
  item of such Collateral in its own name or in the name of its nominee or designee
  and (iii) the Collateral Agent shall be entitled to exercise all voting rights,
  and to give any and all consents in connection with, any and all Securities,
  and each Grantor hereby grants the Collateral Agent an irrevocable proxy and
  irrevocably appoints the Collateral Agent its attorney-in-fact coupled with
  an interest to vote or otherwise act in furtherance of the purposes hereof.
  Upon request from any Grantor, the Collateral Agent shall forthwith make and
  deliver to such Grantor such powers of attorney, consents or waivers as such
  Grantor shall reasonably request in order to permit such Grantor to exercise
  its rights under this Section 7.04. Upon request, each Grantor shall forthwith
  make and deliver to the Collateral Agent such powers of attorney, consents and
  waivers (in addition to the power of attorney and consent set forth in this
  Section 7.04(c)) as the Collateral Agent shall reasonably request in order to
  permit the Collateral Agent to exercise its rights under this Section 7.04 and
  this Agreement. Notwithstanding the foregoing, no Grantor may take any action
  under this Section 7.04 with respect to any Collateral that, in the Administrative
  Agent’s reasonable judgment, (i) would in any way adversely affect the
  Lien created under this Agreement with respect to an item of Collateral or impair
  the interest or rights of the Collateral Agent therein, except as permitted
  by Section 4.04, or (ii) would otherwise be inconsistent with the provisions
  of this Agreement or result in a violation hereof. No Grantor shall give any
  consent or waiver, authorize any assumption, make any modification and supplement,
  or take other action with respect to any Collateral in any manner inconsistent
  with the manner in which such Grantor acts with respect to investments of the
  same type held by such Grantor for its own account.




  (f)   With
    respect to the duties of the Collateral Agent, the provisions of paragraphs
    (b), (c) and (d) of this Section that are applicable to each Grantor shall
    apply to the Collateral Agent in any exercise of its rights under paragraph
    (e) of this Section.



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  Section 7.05   No
    Removals, etc.   Without at least 30 days’ prior written notice to
    the Collateral Agent, no Grantor shall maintain any of its books and records
    with respect to any Collateral at any office or maintain its principal place
    of business at any place other than at the notice address indicated to the
    Administrative Agent pursuant to the Credit Agreement.




  Section 7.06   U.S.
    Securities.   The Securities delivered, contained and maintained in the
    Securities Accounts shall be Securities that are primarily cleared and settled
    within the United States.

  Section
    8.   Remedies; Distribution of Collateral.




  Section 8.01   Remedies.   Each Grantor agrees that, if any Event of Default shall have occurred and
    be continuing, then and in every such case, the Collateral Agent, in addition
    to any rights now or hereafter existing under applicable law and under the
    other provisions of this Agreement, shall have all rights as a secured creditor
    under the UCC, and such additional rights and remedies to which a secured
    creditor is entitled under the laws in effect in all relevant jurisdictions
    and when directed by the Administrative Agent may:




(a)   personally, or by agents or attorneys, immediately take possession of the Collateral
  or any part thereof, from such Grantor or any other Person who then has possession
  of any part thereof (including, without limitation, the Custodian) with or without
  notice or process of law, and for that purpose may enter upon such Grantor’s
  premises where any of the Collateral is located and remove the same and use
  in connection with such removal any and all services, supplies, aids and other
  facilities of such Grantor;




(b)   instruct the obligor or obligors on any agreement, instrument or other obligation
  constituting the Collateral to make any payment required by the terms of such
  agreement, instrument or other obligation directly to the Collateral Agent and
  may exercise any and all remedies of such Grantor in respect of such Collateral;




(c)   instruct the Custodian to transfer all Collateral of such Grantor held by the
  Custodian to the Collateral Agent for the benefit of the Secured Creditors;




(d)   sell, assign or otherwise liquidate any or all of such Grantor’s Collateral
  or any part thereof in accordance with Section 8.02, or direct such Grantor
  or the Custodian to sell, assign or otherwise liquidate any or all of such Grantor’s
  Collateral or any part thereof, and, in each case, take possession of the proceeds
  of any such sale or liquidation;




(e)   take
  possession of the Collateral or any part thereof, by directing such Grantor
  and/or the Custodian in writing to deliver the same to the Collateral Agent
  at any reasonable place or places designated by the Collateral Agent (including,
  without limitation, to an account or accounts in the name of the Collateral
  Agent designated by the Collateral Agent), in which event such Grantor and/or
  the Custodian shall at such Grantor’s expense:




  (x)   forthwith
    cause the same to be moved, held, transferred, credited or deposited to the
    place or places (or account or accounts) so designated by the Collateral Agent
    and there delivered to the Collateral Agent; and



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(y)   store and keep any Collateral so delivered to the Collateral Agent at such place
  or places pending further action by the Collateral Agent as provided in Section
  8.02;




(f)   apply any monies constituting Collateral or proceeds thereof in accordance with
  the provisions of Section 8.04;




(g)   set-off any and all Collateral of such Grantor against any and all Secured Obligations
  of such Grantor, and to withdraw any and all Cash or other Collateral from any
  and all such Grantor’s Collateral Accounts and to apply such Cash and other
  Collateral to the payment of any and all Secured Obligations of the respective
  Grantor;




(h)   vote all or any part of such Grantor’s Collateral (whether or not transferred
  into the name of the Collateral Agent) and give all consents, waivers and ratifications
  in respect of such Grantor’s Collateral and otherwise act with respect
  thereto as though it were the outright owner thereof (each Grantor hereby irrevocably
  constituting and appointing the Collateral Agent the proxy and attorney-in-fact
  of such Grantor, with full power of substitution to do so), in each case subject
  to the terms and conditions of Section 7.04(f);




  (i)   receive
    all amounts payable in respect of the Collateral otherwise payable to the
    respective Grantor under Section 7.04;




  (j)   take
    any other action as specified in clauses (1) through (5), inclusive, of Section
    9-607(a) of the UCC; and




  (k)   take
    the actions referred to in Sections 8.04(h) and 8.05;



it is understood
  and agreed that each Grantor’s obligation so to deliver the Collateral
  is of the essence of this Agreement and that, accordingly, upon application
  to a court of equity having jurisdiction, the Collateral Agent shall be entitled
  to a decree requiring specific performance by such Grantor of said obligation.
  By accepting the benefits of this Agreement and each other Security Document,
  the Secured Creditors expressly acknowledge and agree that this Agreement and
  each other Security Document may be enforced only by the action of the Collateral
  Agent acting upon the instructions of the Majority Tranche 1 Lenders and that
  no other Secured Creditor shall have any right individually to seek to enforce
  or to enforce this Agreement or to realize upon the security to be granted hereby,
  it being understood and agreed that such rights and remedies may be exercised
  by the Collateral Agent for the benefit of the Secured Creditors upon the terms
  of this Agreement and the other Security Documents.


  Section 8.02   Disposition
    of the Collateral.   If any Event of Default shall have occurred and be
    continuing, then any Collateral may be sold, assigned or otherwise disposed
    of under one or more contracts or as an entirety, and without the necessity
    of gathering at the place of sale the property to be sold, and in general
    in such manner, at such time or times, at such place or places and on such
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compliance
  with any mandatory requirements of applicable law, determine to be commercially
  reasonable (including, without limitation, on the NYSE or any other established
  market). Any such sale, lease or other disposition may be effected by means
  of a public disposition or private disposition, effected in accordance with
  the applicable requirements (in each case if and to the extent applicable) of
  Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements
  of applicable law as may apply to the respective disposition. The Collateral
  Agent may, without notice or publication, adjourn any public or private disposition
  or cause the same to be adjourned from time to time by announcement at the time
  and place fixed for the disposition, and such disposition may be made at any
  time or place to which the disposition may be so adjourned. To the extent permitted
  by any such requirement of law, the Collateral Agent may bid for and become
  the purchaser (and may pay all or any portion of the purchase price by crediting
  Secured Obligations of the respective Grantor against the purchase price) of
  such Grantor’s Collateral or any item thereof, offered for disposition
  in accordance with this Section 8.02 without accountability to the relevant
  Grantor. If, under applicable law, the Collateral Agent shall be permitted to
  make disposition of such Grantor’s Collateral within a period of time which
  does not permit the giving of notice to the relevant Grantor as hereinabove
  specified, the Collateral Agent need give such Grantor only such notice of disposition
  as shall be required by such applicable law. Each Grantor agrees to do or cause
  to be done all such other acts and things as may be reasonably necessary to
  make such disposition or dispositions of all or any portion of such Grantor’s
  Collateral valid and binding and in compliance with any and all applicable laws
  (including, without limitation, any state or federal securities laws), regulations,
  orders, writs, injunctions, decrees or awards of any and all courts, arbitrators
  or governmental instrumentalities, domestic or foreign, having jurisdiction
  over any such sale or sales, all at such Grantor’s expense.


  Section
    8.03   Waiver of Claims.   Except as otherwise provided in this Agreement,
    EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE
    AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING
    POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL,
    INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY
    PREJUDGMENT REMEDY OR REMEDIES, and each Grantor hereby further waives, to
    the extent permitted by law:




  (a)   all
    damages occasioned by such taking of possession or any such disposition except
    any damages which are the direct result of the Collateral Agent’s gross
    negligence or willful misconduct (as determined by a court of competent jurisdiction
    in a final and non-appealable decision);




  (b)   all
    other requirements as to the time, place and terms of sale or other requirements
    with respect to the enforcement of the Collateral Agent’s rights hereunder;
    and




  (c)   all
    rights of redemption, appraisement, valuation, stay, extension or moratorium
    now or hereafter in force under any applicable law in order to prevent or
    delay the enforcement of this Agreement or the absolute sale of the Collateral
    or any portion thereof, and each Grantor, for itself and all who may claim
    under it, insofar as it or they now or hereafter lawfully may, hereby waives
    the benefit of all such laws.



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Any sale of,
  or the grant of options to purchase, or any other realization upon, any Collateral
  shall operate to divest all right, title, interest, claim and demand, either
  at law or in equity, of the relevant Grantor therein and thereto, and shall
  be a perpetual bar both at law and in equity against such Grantor and against
  any and all Persons claiming or attempting to claim the Collateral so sold,
  optioned or realized upon, or any part thereof, from, through and under such
  Grantor.


  Section 8.04
       Application of Proceeds.   (a)   All moneys collected
    by the Collateral Agent upon any sale or other disposition of any Grantor’s
    Collateral, together with all other moneys received by the Collateral Agent
    hereunder, shall be applied as follows:




  (i)   first,
    to the payment of all amounts owing the Collateral Agent or the Custodian
    by such Grantor of the type described in clauses (ii), (iii) and (iv) of the
    definition of “Secured Obligations”; 




  (ii)   second,
    to the extent proceeds remain after the application pursuant to the preceding
    clause (i), to the payment of all amounts owing to the Administrative Agent
    by such Grantor of the type described in clause (v) of the definition of “Secured
    Obligations”; 




  (iii)   third,
    to the extent proceeds remain after the application pursuant to the preceding
    clauses (i) and (ii), an amount equal to the outstanding Primary Obligations
    of the respective Grantor shall be paid to the Secured Creditors as provided
    in Section 8.04(e), with each Secured Creditor receiving an amount equal to
    its outstanding Primary Obligations owed by the respective Grantor or, if
    the proceeds are insufficient to pay in full all such Primary Obligations,
    its Pro Rata Share of the amount remaining to be distributed; 
  




  (iv)   fourth,
    to the extent proceeds remain after the application pursuant to the preceding
    clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary
    Obligations of the respective Grantor shall be paid to the Secured Creditors
    as provided in Section 8.04(e), with each Secured Creditor receiving an amount
    equal to its outstanding Secondary Obligations owed by the respective Grantor
    or, if the proceeds are insufficient to pay in full all such Secondary Obligations,
    its Pro Rata Share of the amount remaining to be distributed; and
  




  (v)   fifth,
    to the extent proceeds remain after the application pursuant to the preceding
    clauses (i) through (iv), inclusive, and following the termination of this
    Agreement pursuant to Section 10.08, to the respective Grantor or to whomever
    may be lawfully entitled to receive such surplus.




  (b)   For
    purposes of this Agreement, (x) “Pro Rata Share” shall mean,
    when calculating a Secured Creditor’s portion of any distribution or
    amount with respect to any Grantor, that amount (expressed as a percentage)
    equal to a fraction the numerator of which is the then unpaid amount of such
    Secured Creditor’s Primary Obligations or Secondary Obligations, as the
    case may be, of such Grantor and the denominator of which is the then outstanding
    amount of all Primary Obligations or Secondary Obligations, as the case may
    be, of such
    Grantor (y) “Primary
    Obligations” shall
    mean all principal of, premium, fees and interest on, all Tranche 1 Revolving
    Loans, all Tranche 1 Unpaid Drawings, the Stated Amount of all outstanding
    Tranche 1 Letters of Credit and all fees and (z) “Secondary Obligations” shall
    mean all Secured Obligations other than Primary Obligations.   



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  (c)   When
    payments to Secured Creditors are based upon their respective Pro Rata Shares,
    the amounts received by such Secured Creditors hereunder shall be applied
    (for purposes of making determinations under this Section 8.04 only) (i) first,
    to their Primary Obligations and (ii) second, to their Secondary Obligations,
    in each case of the respective Grantor. If any payment to any Secured Creditor
    of its Pro Rata Share of any distribution would result in overpayment to such
    Secured Creditor, such excess amount shall instead be distributed in respect
    of the unpaid Primary Obligations or Secondary Obligations, as the case may
    be, of the other Secured Creditors, with each Secured Creditor whose Primary
    Obligations or Secondary Obligations, as the case may be, have not been paid
    in full to receive an amount equal to such excess amount multiplied by a fraction
    the numerator of which is the unpaid Primary Obligations or Secondary Obligations,
    as the case may be, of such Secured Creditor and the denominator of which
    is the unpaid Primary Obligations or Secondary Obligations, as the case may
    be, of all Secured Creditors entitled to such distribution.




  (d)   Each
    of the Secured Creditors, by their acceptance of the benefits hereof and of
    the other Security Documents, agrees and acknowledges that if any Secured
    Creditor receives a distribution on account of undrawn amounts with respect
    to Letters of Credit issued under the Credit Agreement (which shall only occur
    after all outstanding Loans under the Credit Agreement and Unpaid Drawings
    have been paid in full), such amounts shall be paid to the Administrative
    Agent under the Credit Agreement and held by it, for the equal and ratable
    benefit of the Secured Creditors, as cash security for the repayment of Secured
    Obligations owing to the Secured Creditors as such. If any amounts are held
    as cash security pursuant to the immediately preceding sentence, then upon
    the termination of all outstanding Letters of Credit under the Credit Agreement,
    and after the application of all such cash security to the repayment of all
    Secured Obligations owing to the Secured Creditors after giving effect to
    the termination of all such Letters of Credit, if there remains any excess
    cash, such excess cash shall be returned by the Administrative Agent to the
    Collateral Agent for distribution in accordance with Section 8.04(a). 
  




  (e)   All
    payments required to be made hereunder shall be made to the Administrative
    Agent for the account of the Secured Creditors.




  (f)   For
    purposes of applying payments received in accordance with this Section 8.04,
    the Collateral Agent shall be entitled to rely upon the Administrative Agent
    for a determination (which the Administrative Agent agrees to provide upon
    request of the Collateral Agent) of the outstanding Primary Obligations and
    Secondary Obligations of each Grantor owed to the Secured Creditors. Unless
    it has received written notice from a Secured Creditor to the contrary, the
    Administrative Agent, in furnishing information pursuant to the preceding
    sentence, and the Collateral Agent, in acting hereunder, shall be entitled
    to assume that no Secondary Obligations are outstanding.



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  (g)   It
    is understood that the Grantors shall remain severally (and not jointly) liable
    to the extent of any deficiency between the amount of the proceeds of the
    Collateral of such Grantor and the aggregate amount of such Grantor’s
    Secured Obligations.




  (h)   If
    at any time when the Administrative Agent or the Collateral Agent shall determine
    that the Collateral Agent will exercise its right to sell all or any part
    of the Collateral consisting of Securities pursuant to Section 8.02, either
    (i) such Collateral or the part thereof to be sold shall not, for any reason
    whatsoever, be effectively registered under any applicable securities laws,
    or (ii) such Collateral is effectively registered under applicable securities
    laws, the Collateral Agent may, in its sole and absolute discretion or in
    the sole and absolute discretion of the Administrative Agent, sell such Collateral
    or part thereof by private sale in such manner and under such circumstances
    as the Collateral Agent may deem necessary or advisable in order that such
    sale may legally be effected without registration. Without limiting the generality
    of the foregoing, in any such event the Collateral Agent, in its sole and
    absolute discretion or in the sole and absolute discretion of the Administrative
    Agent: (i) may proceed to make such private sale notwithstanding that a registration
    statement for the purpose of registering such Collateral or part thereof shall
    have been filed under any applicable securities law; (ii) may approach and
    negotiate with a single possible purchaser to effect such sale; and (iii)
    may restrict such sale to a purchaser who will represent and agree that such
    purchaser is purchasing for its own account, for investment, and not with
    a view to the distribution or sale of such Collateral or part thereof. In
    the event of any such sale, neither the Administrative Agent nor the Collateral
    Agent shall incur any responsibility or liability for selling all or any part
    of the Collateral at a price which the Administrative Agent or the Collateral
    Agent, in its sole and absolute discretion, may in good faith deem reasonable
    under the circumstances, notwithstanding the possibility that a substantially
    higher price might be realized if the sale were deferred until the registration
    as aforesaid.




  Section
    8.05   Remedies Cumulative.   Each and every right, power and
    remedy hereby specifically given to the Administrative Agent or the Collateral
    Agent shall be in addition to every other right, power and remedy specifically
    given to the Administrative Agent or the Collateral Agent under this Agreement,
    the other Security Documents or now or hereafter existing at law, in equity
    or by statute and each and every right, power and remedy whether specifically
    herein given or otherwise existing may be exercised from time to time or simultaneously
    and as often and in such order as may be deemed expedient by the Administrative
    Agent or the Collateral Agent. All such rights, powers and remedies shall
    be cumulative and the exercise or the beginning of the exercise of one shall
    not be deemed a waiver of the right to exercise any other or others. No delay
    or omission of the Administrative Agent or the Collateral Agent in the exercise
    of any such right, power or remedy and no renewal or extension of any of the
    Secured Obligations shall impair any such right, power or remedy or shall
    be construed to be a waiver of any Default or Event of Default or an acquiescence
    thereof. No notice to or demand on any Grantor in any case shall entitle it
    to any other or further notice or demand in similar or other circumstances
    or constitute a waiver of any of the rights of the Administrative Agent or
    the Collateral Agent to any other or further action in any circumstances without
    notice or demand. In the event that the Collateral Agent shall bring any suit
    to enforce any of its rights hereunder and shall be entitled to judgment,
    then in such suit the Collateral Agent may recover reasonable expenses, including
    reasonable attorneys’ fees, and the amounts thereof shall be included
    in such judgment.



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  Section 8.06   Discontinuance of Proceedings.   In case the Collateral Agent shall
    have instituted any proceeding to enforce any right, power or remedy under
    this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
    shall have been discontinued or abandoned for any reason or shall have been
    determined adversely to the Collateral Agent, then and in every such case
    the relevant Grantor, the Collateral Agent and each holder of any of the Secured
    Obligations shall be restored to their former positions and rights hereunder
    with respect to the Collateral subject to the security interest created under
    this Agreement, and all rights, remedies and powers of the Collateral Agent
    shall continue as if no such proceeding had been instituted.




  Section
    8.07   Rights of Collateral Agent.   In making the determinations
    and allocations required by this Section 8, the Collateral Agent may rely
    upon its records and information supplied by any Grantor, the Administrative
    Agent, the Custodian and any other Person, and the Collateral Agent shall
    have no liability to any Grantor for actions taken in reliance on such information,
    except in the case of its gross negligence or willful misconduct (as determined
    by a court of competent jurisdiction in a final non-appealable decision) in
    applying or utilizing such information.




  Section 8.08   Effect of Bankruptcy; Obligations Absolute.   (a)   If,
    through the operation of any bankruptcy, reorganization, insolvency or other
    laws or otherwise, the Collateral Agent’s Lien hereunder is avoided,
    disallowed or otherwise not enforced with respect to some, but not all, of
    the Secured Obligations then outstanding, the Collateral Agent shall make
    the calculations required by Section 8 without giving effect to such Secured
    Obligations and shall apply the proceeds of the Collateral in the proportions
    and subject to the priorities specified herein.




  (b)   The
    obligations of each Grantor hereunder shall remain in full force and effect
    without regard to, and shall not be impaired by, (a) any bankruptcy, insolvency,
    reorganization, arrangement, readjustment, composition, liquidation or the
    like of such Grantor or any other Grantor; (b) any exercise or non-exercise,
    or any waiver of, any right, remedy, power or privilege under or in respect
    of this Agreement or any other Security Document; or (c) any amendment to
    or modification of any Credit Document or any security for any of the Secured
    Obligations; whether or not such Grantor shall have notice or knowledge of
    any of the foregoing.



  
  Section
    9.   The
    Collateral Agent; The Custodian.
  




  Section
    9.01   Limitation of Duties.   (a)   Neither the Collateral
    Agent nor the Custodian (which term as used in this sentence shall include
    reference to their Affiliates and their own and their Affiliates’ officers,
    directors, employees and agents) shall (i) have any duties or responsibilities
    except those expressly set forth in this Agreement (and in the Account Control
    Agreement, in the case of the Custodian) and shall not by reason of this Agreement
    be a trustee for, or a fiduciary with respect to, any Grantor or any other
    Person; (ii) be responsible to any Grantor for any recitals, statements, representations
    or warranties contained in any notice or report, or in any other certificate
    or other document referred to or provided for in, or received by it under,
    the Credit Agreement, this Agreement or any other Credit Document, or for
    the value, validity, effectiveness, genuineness, enforceability or sufficiency
    of the Credit Agreement, this



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Agreement or any other Credit Document or for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; (iv) take any action pursuant to Sections 4.03(f), 7.01(a) or (b), or 8.02 except as instructed by the Administrative Agent; and (v) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).


  (b)   In
    no event shall the Collateral Agent, the Custodian or the Administrative Agent
    be liable for indirect, special or consequential damages of any kind whatsoever
    (including lost profits and lost business opportunity) even if it is advised
    of the possibility of such damages and regardless of the form of action in
    which any such damages may be claimed.




  (c)   In
    no event shall the Collateral Agent, the Custodian or the Administrative Agent
    be responsible for, or have any liability with respect to, any losses due
    to forces beyond its reasonable control, including without limitation, strikes,
    work stoppages, acts of war or terrorism, insurrection, revolution, nuclear
    or natural catastrophes or act of God, and interruptions, loss or malfunction
    of utilities, communications or computer (software or hardware) services.




  (d)   Neither
    the Custodian nor the Collateral Agent shall have any liability for the acts
    or omissions of any Securities Intermediary (including DTC or any Federal
    Reserve Bank) or Deposit Account Bank in which any Collateral is held, except
    for its negligence in retaining or maintaining any such Securities Intermediary
    (other than DTC or any Federal Reserve Bank) or Deposit Account Bank. 
  




  (e)   Neither
    the Custodian nor the Collateral Agent shall have any liability with respect
    to information received from third parties, including pricing information
    services.




  Section
      9.02   Reliance by Collateral Agent and the Custodian.   The
      Collateral Agent and the Custodian shall be entitled to rely upon any certification,
      notice or other communication (including, without limitation, any thereof
      by telephone, facsimile, telegram or cable) believed by it to be genuine
      and correct and to have been signed or sent by or on behalf of the proper
      Person or Persons, and upon advice and statements of legal counsel, independent
      accountants and other experts selected by the Collateral Agent. If in one
      or more instances the Collateral Agent or the Custodian takes any action
      or assumes any responsibility not specifically delegated to it pursuant
      to this Agreement, neither the taking of such action nor the assumption
      of such responsibility shall be deemed to be an express or implied undertaking
      on the part of the Collateral Agent or the Custodian that it will take
      the same or similar action or assume the same or similar responsibility
    in any other instance.




  Section
      9.03   Appointment of Agents.   (a)   The
      Collateral Agent may perform its duties and exercise its rights and powers
      under this Agreement by or through such agents and custodians (including,
    without limitation, the Custodian) as it shall appoint. Each Grantor hereby
      agrees that the Custodian shall be the Securities Intermediary and Deposit
      Account Bank of such Grantor with respect to the Collateral Accounts. As
      a condition to appointing any agent or custodian, the Collateral Agent,
      at the expense of the Parent Borrower, may obtain an opinion of counsel,
      in form and substance reasonably satisfactory to the Collateral Agent,
      as to the continued perfection of the security interests in the Collateral
    in favor of the Collateral Agent.



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  (b)   In
    the event that the Collateral Agent appoints an agent pursuant to this Section
    9.03, each and every remedy, power, right, claim, demand, cause of action,
    estate, title, interest and Lien expressed or intended by this Agreement to
    be exercised by or vested in or conveyed to the Collateral Agent with respect
    thereto shall be exercisable by and vest in such agent but only in order to
    exercise such powers, rights and remedies, and every covenant and obligation
    necessary to the exercise thereof by such agent shall run to and be enforceable
    by either of them. In particular, and without limiting the generality of the
    foregoing, upon the determination by the Collateral Agent that any such agent
    or custodian may be required or appropriate, the Collateral Agent may appoint
    such agents or custodians to hold, maintain, invest, reinvest, collect upon
    or liquidate any Collateral and to make such payments or disbursements, including
    payments and disbursements to any Grantor as the Collateral Agent shall direct
    consistent with this Agreement. The Collateral Agent shall have the right
    to terminate the appointment of any agent or custodian hereunder without the
    consent of any Grantor or any other Person.




  (c)   The
    Collateral Agent may perform its duties and exercise its rights and powers
    under this Agreement by or through the Custodian pursuant to and in accordance
    with the terms hereof.




  Section
    10.   Miscellaneous.
  




  Section
      10.01   No Waiver.   No failure on
      the part of the Collateral Agent to exercise and no delay in exercising,
      and no course of dealing with respect to, any right, power or privilege
      under this Agreement shall operate as a waiver thereof, nor shall any single
      or partial exercise of any right, power or privilege under this Agreement
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. The remedies provided herein are cumulative
    and not exclusive of any remedies provided by law.




   Section.
      10.02 Notices. All notices, requests and other communications provided
      for herein (including, without limitation, any modifications of, or waivers,
      requests or consents under, this Agreement) shall be given or made in writing
      (including, without limitation, by facsimile) delivered to the intended recipient
      as set forth below: 





  (a) in the case of any Grantor,
  at the address for notices
  specified such Person in of the Credit Agreement;








  (b) as to the Custodian, at the following address:







  The Bank
      of New York 

      One Wall Street, 14th Floor 

      New York, New York 10286 

      Attention: Michael Jaime

Telephone: (212) 635-4614 

Facsimile: (212) 635-8844/8845;






  
  (c) as to the Collateral Agent, at the following address for any Administrative
        Agent’s Notice, Collateral Transfer Request or Collateral Release
    Request:







    The Bank of New York 

  Corporate Trust 

  Dealing & Trading Unit 

  101 Barclay Street,
  8th Floor E

  New York, New York 10286 

  Attention: Darrel Thompson

  Telephone: (212) 815-2886 

  Facsimile: (212) 815-2850





  or at
    the following address for all other notices:






     The Bank of New York

   Corporate Trust 

   Dealing & Trading Unit

   101 Barclay Street, 8E

   New York, New York 10286 

   Attention: Fernando Acebedo 

   Telephone: (212) 815-2915 

   Facsimile: (212) 815-2830; or






  (d) as to the Administrative Agent,
  at the following address:







  
    JPMorgan Chase Bank

    1111 Fannin, 10th Floor 

    Houston, Texas 77002

    Attention: Andrew Perkins 

    Telephone: (713) 750-3510

    Facsimile: (713) 750-2223
  




 Except
    as otherwise provided in this Agreement, all such communications shall be
    deemed to have been duly given when transmitted by telex or telecopier or
    personally delivered
    or, in the case of a mailed notice, upon receipt, in each case given or addressed
    as aforesaid. Notwithstanding the foregoing, any Administrative Agent’s
    Notice or Borrowing Base Report may be sent by electronic mail, shall be
    effective when received and shall be confirmed by telephone at the respective
    	telephone number above; provided that failure to confirm such notice
    	shall  not affect the effectiveness of such notice. Such electronic mail
    	shall
be directed to the following address: (a) if to the Administrative Agent,
andrew.c.perkins@chase.com or (b) if to the Collateral Agent, dathompson@bankofny.com.
    	Any party may change its mailing address, telephone number, facsimile
    	number or electronic mail address by notifying the other parties hereto
    	in accordance
with the provisions set forth above.



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  Section
      10.03   Fees and Expenses of Custodian.   The
      Parent Borrower agrees to pay any and all fees, expenses, charges and costs
      of the Custodian upon demand, and in no event or circumstance will the
      Collateral Agent, the Administrative Agent or any Lender have any liability
    therefor.




  Section
      10.04   Expenses etc. of Collateral Agent, Custodian
      and Administrative Agent; Indemnity.   (a)   The
      Parent Borrower agrees to pay or reimburse each of the Collateral Agent,
      the Custodian and the Administrative Agent for (i) all reasonable out-of-pocket
      costs and expenses of the the Collateral Agent, the Custodian or the Administrative
      Agent (including, without limitation, the reasonable fees and expenses
      of legal counsel) in connection with (x) any enforcement or collection
      proceedings, including, without limitation, all manner of participation
      in or other involvement with (a) bankruptcy, insolvency, receivership,
      foreclosure, winding up or liquidation proceedings, (b) judicial or regulatory
      proceedings and (c) workout, restructuring or other negotiations or proceedings
      (whether or not the workout, restructuring or transaction contemplated
      thereby is consummated) and (y) the enforcement of this Section 10.04;
      and (ii) all transfer, stamp, documentary or other similar taxes, assessments
      or charges levied by any governmental or revenue authority in respect of
      this Agreement or any other document referred to herein and all costs,
      expenses, taxes, assessments and other charges incurred in connection with
      any filing, registration, recording or perfection of any security interest
    contemplated hereby.




  (b)   The
    Parent Borrower agrees to indemnify, reimburse and hold the Collateral Agent,
    the Custodian, the Administrative Agent, each other Secured Creditor and their
    respective successors, assigns, employees, affiliates and agents (hereinafter
    referred to individually as “Indemnitee,”
    and collectively as “Indemnitees”) harmless from any and
    all liabilities, obligations, damages, injuries, penalties, claims, demands,
    actions, suits, judgments and any and all costs, expenses or disbursements
    (including reasonable attorneys’ fees and expenses) (for the purposes
    of this Section 10.04(b), the foregoing are collectively called “expenses”)
    of whatsoever kind and nature imposed on, asserted against or incurred by
    any of the Indemnitees in any way relating to or arising out of this Agreement,
    any other Security Document or any other document executed in connection herewith
    or therewith or in any other way connected with the administration of the
    transactions contemplated hereby or thereby or the enforcement of any of the
    terms of, or the preservation of any rights under any thereof, or in any way
    relating to or arising out of the ownership, purchase, delivery, control,
    acceptance, lease, financing, possession, sale, return or other disposition,
    or use of the Collateral, the violation of the laws of any country, state
    or other governmental body or unit, any tort, or contract claim; provided
    that no Indemnitee shall be indemnified pursuant to this Section 10.04(b)
    for losses, damages or liabilities to the extent caused by the gross negligence
    or willful misconduct of such Indemnitee (as determined by a court of competent
    jurisdiction in a final and non-appealable decision). The Parent Borrower
    agrees that upon written notice by any Indemnitee of the assertion
    of such a liability, obligation, damage, injury, penalty, claim, demand,
    action, suit or judgment, the Parent Borrower shall assume full responsibility
    for the defense thereof. Each Indemnitee agrees to use its best efforts to
    promptly notify the Parent Borrower of any such assertion of which such Indemnitee
    has knowledge.   



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  (c)   Without
    limiting the application of Section 10.04(a) hereof, the Parent Borrower agrees
    to pay or reimburse the Collateral Agent and the Administrative Agent for
    any and all reasonable fees, costs and expenses of whatever kind or nature
    incurred in connection with the creation, preservation or protection of the
    Collateral Agent’s Liens on, and security interest in, the Collateral,
    including, without limitation, all fees and taxes in connection with the recording
    or filing of instruments and documents in public offices, payment or discharge
    of any taxes or Liens upon or in respect of the Collateral, premiums for insurance
    with respect to the Collateral and all other fees, costs and expenses in connection
    with protecting, maintaining or preserving the Collateral and the Collateral
    Agent’s interest therein, whether through judicial proceedings or otherwise,
    or in defending or prosecuting any actions, suits or proceedings arising out
    of or relating to the Collateral.




  (d)   Without
    limiting the application of Section 10.04(a) or (b) hereof, the Parent Borrower
    agrees to pay, indemnify and hold each Indemnitee harmless from and against
    any loss, costs, damages and expenses which such Indemnitee may suffer, expend
    or incur in consequence of or growing out of any misrepresentation by any
    Grantor in this Agreement, any other Credit Document or in any writing contemplated
    by or made or delivered pursuant to or in connection with this Agreement or
    any other Credit Document.




  (e)   If
    and to the extent that the obligations of the Parent Borrower under this Section
    10.04 are unenforceable for any reason, the Parent Borrower hereby agrees
    to make the maximum contribution to the payment and satisfaction of such obligations
    which is permissible under applicable law.




  Section
      10.05   Indemnity Obligations Secured by Collateral;
      Survival.   Any amounts paid by any Indemnitee as to
      which such Indemnitee has the right to reimbursement shall constitute Secured
      Obligations secured by the Collateral. The indemnity obligations of the
      Parent Borrower contained in Section 10.04(b) shall continue in full force
      and effect notwithstanding the full payment of all of the other Secured
      Obligations and notwithstanding the full payment of all the notes issued,
      and Loans made, under the Credit Agreement, the termination of all Letters
      of Credit issued under the Credit Agreement and the payment of all other
      Secured Obligations and notwithstanding the discharge thereof and the occurrence
    of the Termination Date.




  Section
      10.06   Waiver; Amendment.   Except
      as otherwise expressly provided in this Agreement, none of the terms and
      conditions of this Agreement may be changed, waived, modified or varied
      in any manner whatsoever unless in writing duly signed by each Grantor
      directly affected thereby (it being understood that the addition or release
      of any Grantor hereunder shall not constitute a change, waiver, discharge
      or termination affecting any Grantor other than the Grantor so added or
      released) and by the Collateral Agent (with the written consent of the
      Majority Tranche 1 Lenders or, to the extent provided in the Credit Agreement,
    each of the Lenders).



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  Section 10.07   Successors
    and Assigns.   This
    Agreement shall be binding upon and inure to the benefit of the parties hereto
    and their respective successors and permitted assigns; provided that
    no Grantor nor the Custodian may assign any of its respective rights or obligations
    hereunder without the prior consent of the Collateral Agent.
  




  Section
      10.08   Termination.   After the Termination
      Date, this Agreement shall terminate (provided that all indemnities set
      forth herein including, without limitation, those in Section 10.04(b) hereof,
      shall survive such termination) and the Collateral Agent, at the request
      and expense of the Grantor, will promptly execute and deliver to such Grantor
      and/or authorize the filing of a proper instrument or instruments (including
      a release of all Liens granted hereunder and Uniform Commercial Code termination
      statements on form UCC-3) acknowledging the satisfaction and termination
      of this Agreement as to such Grantor, and will duly assign, transfer and
      deliver to such Grantor (without recourse and without any representation
      or warranty) such of the Collateral of such Grantor as may be in the possession
      of the Collateral Agent or Custodian and as has not theretofore been sold
      or otherwise applied or released pursuant to this Agreement. As used in
      this Agreement, “Termination Date” shall mean the date
      upon which the Total Tranche 1 Commitment under the Credit Agreement has
      been terminated and, no Tranche 1 Note under the Credit Agreement is outstanding
      and all Tranche 1 Revolving Loans thereunder have been repaid in full,
      all Tranche 1 Letters of Credit issued under the Credit Agreement have
      been terminated and all Secured Obligations then due and payable have been
      paid in full. Upon termination of this Agreement pursuant to this Section
      10.08, the Collateral Agent will, at each Grantor’s expense and upon
      its request, return to the respective Grantor such of the Collateral as
      shall not have been sold, previously released or otherwise applied pursuant
      to the terms of this Agreement or any other Credit Document and execute
      and deliver to the respective Grantor such documents as such Grantor shall
    reasonably request to evidence such termination.




  Section
      10.09   Powers Coupled with an Interest.   Except
      to the extent otherwise expressly provided herein, all authorizations and
      agencies herein contained with respect to the Collateral are irrevocable
    and powers coupled with an interest.




  Section
      10.10   Captions.   The table of contents
      and captions and section headings appearing herein are included solely
      for convenience of reference and are not intended to affect the interpretation
    of any provision of this Agreement.




  Section
      10.11   Counterparts.   This Agreement
      may be executed in any number of counterparts, all of which taken together
      shall constitute one and the same instrument and any of the parties hereto
      may execute this Agreement by signing any such counterpart. 
  




  Section
      10.12   Additional Grantors.   It
      is understood and agreed that any Person that desires to become a Grantor
      hereunder, or is required to execute a counterpart of this Agreement after
      the date hereof pursuant to the requirements of the Credit Agreement or
      any other Credit Document, shall become a Grantor hereunder by (x) executing
      a counterpart hereof and delivering same to the Collateral Agent, or by
      executing an assumption agreement in form and substance reasonably satisfactory
      to the Collateral Agent, (y) delivering supplements to Annex A as are necessary
      to cause such Annex to be complete and accurate with respect to such additional
    Grantor on such date and (z) taking all actions as specified in this Agreement
(including, without limitation, the establishment of the appropriate Collateral
Accounts with the Custodian in accordance with Section 4.02) as would have been
taken by such Grantor had it been an original party to this Agreement, in each
case with all documents required above to be delivered to the Collateral Agent
and with all documents and actions required above to be taken to the reasonable
satisfaction of the Collateral Agent.   



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  Section
    10.13   Governing
    Law; Jurisdiction; Consent to Service of Process.   (a)   This Agreement shall be construed in accordance with and governed by the law
    of the State of New York. 




(b)   Each
    party hereto hereby irrevocably and unconditionally submits, for itself and
    its property, to the non-exclusive jurisdiction of the Supreme Court of the
    State of New York sitting in New York County and of the United States District
    Court of the Southern District of New York, and any appellate court from
    any thereof, in any action or proceeding arising out of or relating to this
    Agreement, or for recognition or enforcement of any judgment, and each of
    the parties hereto hereby irrevocably and unconditionally agrees that all
    claims in respect of any such action or proceeding may be heard and determined
    in such New York State court or, to the extent permitted by law, in such
    Federal court. Each of the parties hereto agrees that a final judgment in
    any such action or proceeding shall be conclusive and may be enforced in
    other jurisdictions by suit on the judgment or in any other manner provided
    by law. Nothing in this Agreement shall affect any right that the Collateral
    Agent or any Secured Creditor may otherwise have to bring any action or proceeding
    relating to this Agreement against any Grantor or its properties in the courts
    of any jurisdiction.




(c)   Each
    party hereto hereby irrevocably and unconditionally waives, to the fullest
    extent it may legally and effectively do so, any objection which it may now
    or hereafter have to the laying of venue of any suit, action or proceeding
    arising out of or relating to this Agreement in any court referred to in
    paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
    waives, to the fullest extent permitted by law, the defense of an inconvenient
    forum to the maintenance of such action or proceeding in any such court.




(d)   Each
    party to this Agreement irrevocably consents to service of process in the
    manner provided for notices in Section 11.01 of the Credit Agreement. Nothing
    in this Agreement will affect the right of any party to this Agreement to
    serve process in any other manner permitted by law.




(e)   Each
    Grantor hereby irrevocably designates, appoints and empowers C T Corporation,
    with offices on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Grantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Collateral Agent under this Agreement. 




Section 10.14   WAIVER
      OF JURY TRIAL.   EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
      LAW, ANY RIGHT IT
      MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
      HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
      PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
      TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
      AND CERTIFICATIONS IN THIS SECTION. 




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Section 10.15   Integration.   This
    Agreement embodies the entire agreement and understanding among the parties
    hereto with respect to the subject matter hereof and supersedes all prior
    agreements and understandings between any Grantor and the Collateral Agent
    with respect to the subject matter thereof. 




Section 10.16   Financial
      Assets.   Each
      Grantor, the Custodian and the Collateral Agent hereby agree that the Custodian
      will treat any and all Securities and any and all other Property and assets
      (other than Cash) credited from time to time to each Grantor’s Securities
      Account as Financial Assets.




*****


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.



	 	ENDURANCE
        SPECIALTY HOLDINGS LTD.,

as a Grantor  
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ John
    Del Col
	 	 	

	 	 	Name:
    John Del Col
	 	 	Title:
    General Counsel and Secretary 
	 	 	 
	 	 	 
	 	 	 
	 	ENDURANCE
        SPECIALTY
INSURANCE

LTD., as a Grantor  
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ John
    Del Col
	 	 	

	 	 	Name:
    John Del Col
	 	 	Title:
    General Counsel and Secretary
	 	 	 
	 	 	 
	 	 	 
	 	 ENDURANCE
        U.S. HOLDINGS
CORP., as a Grantor  
	 	 	 
	 	 	 
	 	By:	/s/ Steve
    Carlsen
	 	 	

	 	 	Name:
    Steve Carlsen
	 	 	Title:
    President 
	 	 	 
	 	 	 
	 	 	 
	 	 ENDURANCE
        WORLDWIDE HOLDINGS LIMITED,
as a Grantor  
	 	 	 
	 	 	 
	 	By:	/s/ Mark
    Boucher
	 	 	

	 	 	Name:
    Mark Boucher
	 	 	Title:
        Chief Executive
Office  








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	 	 ENDURANCE
        WORLDWIDE INSURANCE

LIMITED,
as a Grantor  
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Mark
      Boucher    
	 	 	

	 	 	 Name:
    Mark Boucher
	 	 	Title:
    Chief Executive Office
	 	 	 
	 	 	 
	 	 	 
	 	 THE
        BANK OF NEW YORK,
as Collateral Agent 
	 	 	 
	 	 	 
	 	By:	/s/ Andres
    E. Serrano
	 	 	

    
	 	 	Name:
        Andres E.
Serrano
	 	 	Title:
    Vice President
	 	 	 
	 	 	 
	 	 	 
	 	 THE
    BANK OF NEW YORK, as Custodian 
	 	 	 
	 	 	 
	 	By:	/s/ Michael
    Jesse
	 	 	

    
	 	 	Name:
    Michael Jesse
	 	 	Title:
    Vice President  
	 	 	 
	 	 	 
	 	 	 
	 	 	 JPMORGAN
        CHASE BANK, as
Administrative Agent  
	 	 	 
	 	 	 
	 	By: 	/s/ Helen L. Newcomb
	 	  	

	 	 	Name: Helen L. Newcomb
	 	 	Title: Vice President









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ANNEX A

SCHEDULE OF LEGAL NAMES,
TYPE OF ORGANIZATION

(AND WHETHER A REGISTERED ORGANIZATION AND/OR

A TRANSMITTING
UTILITY), JURISDICTION OF ORGANIZATION,

LOCATION
AND ORGANIZATIONAL IDENTIFICATION NUMBERS

	  	 	 	 	 	 	  	 	 	 	Grantor’s	 	 
	 	 	Type of	 	 	 	 	 	Grantor’s	 	Organization	 	 
	 	 	Organization
    (or,	 	 	 	 	 	Location (for	 	Identification	 	 
	Exact
    Legal 	 	if the
    Grantor is	 	Registered	 	 	 	purposes of NY	 	Number (or, if it	 	Transmitting
	Name of
    Each	 	 an
    Individual, so	 	Organization?	 	Jurisdiction of	 	UCC	 	has none, so	 	Utility?
	Grantor	 	 indicate)	 	(Yes/No)	 	Organization	  	§ 9-307)	 	indicate)	 	(Yes/No)
	
	 	
	 	
	 	
	 	
	 	
	 	





































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EXHIBIT A


FORM OF COLLATERAL RELEASE REQUEST


[Date]


This is a
    Collateral Release Request to which reference is made in Section 4.04 of
    the Pledge and Security Agreement, dated as of August 6, 2004 (as the same
    may be amended, supplemented or otherwise modified from time to time, the “Security
    Agreement”), made by the Grantors from time to time party thereto
    in favor of The Bank of New York, as Collateral Agent (together with any
    successor Collateral Agent, the “Collateral Agent”), for
    the benefit of the Secured Creditors (as defined below), The Bank of New
    York, as Custodian (in such capacity, the “Custodian”),
    and JPMorgan Chase Bank, as Administrative Agent. Unless otherwise
defined,
capitalized terms used herein shall have the meanings ascribed thereto in the
Security Agreement and if not defined therein, in the Credit Agreement.




The undersigned,
    as a Grantor under the Security Agreement (the “Grantor”)
    hereby requests that the Collateral Agent, on _____ __, 200_, release from
    the Lien of the Security Agreement the Cash and/or Securities described in
    Schedule I attached hereto.




The Grantor
    hereby represents and warrants that (a) (i) no Default or Event of Default
    has occurred and is continuing or would result after giving effect to the
    release requested hereby, (ii) the Borrowing Base with respect to the Grantor
    is equal to at least 100% of the Grantor’s Secured Obligations or (b)
    if an Event of Default has occurred and is continuing, such release is of
    Securities against (x) simultaneous payment of Cash by the Grantor to the
    Collateral Agent for deposit in the Grantor’s Deposit Account in an
    amount equal to the aggregate Market Value of the released Securities or
    (y) simultaneous transfer by the Grantor to the Collateral Agent of Securities
    having an aggregate Market Value in an amount at least equal to the aggregate
    Market Value of the released Securities.




The Grantor
    hereby certifies that, with respect to each item of Collateral listed on
    said Schedule I, as to each of the matters set forth in Sections 3.01 and
    4.04 of the Security Agreement, the Grantor’s representations and warranties,
    and all information provided by the Grantor, are true and correct as of the
    date hereof.




Schedule
    I attached hereto shall be deemed to be incorporated herein and in the Security
    Agreement as if set forth in full herein and therein.



	 	[GRANTOR]
	 	 
	 	 
	 	By
	 	 	

	 	Name:
	 	Title:










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EXHIBIT B


FORM OF COLLATERAL TRANSFER REQUEST


[Date]


This is a
    notice of Collateral Transfer to which reference is made in Section 4.03
    of the Pledge and Security Agreement, dated as of August 6, 2004 (as the
    same may be amended, supplemented or otherwise modified from time to time,
    the “Security Agreement”), made by the Grantors from time
    to time party thereto in favor of The Bank of New York, as Collateral Agent
    (together with any successor Collateral Agent, the “Collateral Agent”),
    for the benefit of the Secured Creditors (as defined below), The Bank of
    New York, as Custodian (in such capacity, the “Custodian”),
    and JPMorgan Chase Bank, as Administrative Agent. Unless otherwise defined,
    capitalized terms used herein shall have the meanings ascribed thereto in
    the Security Agreement and if not defined therein, in the Credit Agreement.




The undersigned,
    as a Grantor under the Security Agreement (the “Grantor”)
    hereby notifies the Collateral Agent and the Administrative Agent that the
    Cash and/or Securities described in Schedule I attached hereto shall, on
    or prior to 1:00 P.M. (New York time) on _____ __, 200_, be delivered, transferred
    or deposited with the Custodian for inclusion in the Grantor’s Borrowing
    Base.




The Grantor
    hereby certifies that, with respect to each item of Collateral listed on
    said Schedule, as to each of the matters set forth in Sections 3.01 and 4.03
    of the Security Agreement, the Grantor’s representations and warranties,
    and all information provided by the Grantor, are true and correct as of the
    date hereof.




Schedule
    I attached hereto shall be deemed to be incorporated herein and in the Security
    Agreement as if set forth in full herein and therein.



	 	[GRANTOR]
	 	 
	 	By
	 	 	

	 	 	Name:
	 	 	Title:










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SCHEDULE I

LIST OF COLLATERAL
ACCOUNTS

	PART A.	COLLATERAL DEPOSIT ACCOUNTS	 
	 	 	 
	Account Name	Account Number

	
	

	 	 	 
	PART B.	COLLATERAL SECURITIES ACCOUNTS	 
	 	 	 
	Account Name	Account Number

	
	










Table
      of Contents

			 	Page
			 	 
	Section
    1.	Definitions	2
			 	 
	Section
    2.	Appointment of Custodian.	8
			 	 
	Section
    2.01
	Appointment	8
			 	 
	Section
    3.	Representations and Covenants of each Grantor	8
			 	 
	Section
    3.01
	Representations by each Grantor	8
			 	 
	Section
    4.	Collateral; Establishment of Collateral Accounts	10
			 	 
	Section
    4.01
	Pledge, Grant of Security Interest	10
	Section
    4.02
	Establishment of Collateral Accounts	11
	Section
    4.03
	Procedures
      for Depositing Cash and Crediting Securities to Collateral
    Accounts	12
	Section
    4.04
	Procedures
    for Requesting Releases of Collateral from Collateral Accounts	13
			 	 
	Section
    5.	Effecting Credit Events	14
			 	 
	Section
    5.01
	 Effecting
    the Making of a Loan or the Issuance of a Letter of Credit	14
			 	 
	Section
    6.	Notices and Reports	14
			 	 
	Section
    6.01
	Notices and Reports; Recordkeeping	14
	Section
    6.02
	Rights of Collateral Agent with Respect to Calculations	15
			 	 
	Section
    7.	Additional Covenants of the Grantors	16
			 	 
	Section
    7.01
	Delivery and Other Perfection	16
	Section
    7.02
	Other Financing Statements and Liens	17
	Section
    7.03
	Maintenance of Borrowing Base Percentage	17
	Section
    7.04
	Voting Rights; Dividends; etc	17
	Section
    7.05
	No Removals, etc.	19
	Section
    7.06
	U.S. Securities	19
			 	 
	Section
    8	Remedies; Distribution of Collateral	19
			 	 
	Section
    8.01
	Remedies	19
	Section
    8.02
	Disposition of the Collateral	20
	Section
    8.03
	Waiver of Claims	21
	Section
    8.04
	Application of Proceeds	22


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  Table
        of Contents

(continued)



			 	Page
			 	 
	Section
    8.05
	Remedies Cumulative	24
	Section
    8.06
	Discontinuance of Proceedings	25
	Section
    8.07
	Rights of Collateral Agent	25
	Section
    8.08
	Effect of Bankruptcy; Obligations Absolute	25
			 	 
	Section
    9.	The Collateral Agent; The Custodian	25
			 	 
	Section
    9.01
	Limitation of Duties	25
	Section
    9.02
	Reliance by Collateral Agent and the Custodian	26
	Section
    9.03
	Appointment of Agents	26
			 	 
	Section
    10.	Miscellaneous	27
			 	 
	Section
    10.01
	No Waiver	27
	Section
    10.02
	Notices	27
	Section
    10.03
	Fees and Expenses of Custodian	28
	Section
    10.04
	Expenses
      etc. of Collateral Agent, Custodian and Administrative Agent;
    Indemnity	28
	Section
    10.05
	Indemnity Obligations Secured by Collateral; Survival	29
	Section
    10.06
	Waiver; Amendment	29
	Section
    10.07
	Successors and Assigns	30
	Section
    10.08
	Termination	30
	Section
    10.09
	Powers Coupled with an Interest	30
	Section
    10.10
	Captions	30
	Section
    10.11
	Counterparts	30
	Section
    10.12
	Additional Grantors	30
	Section
    10.13
	Governing Law; Jurisdiction; Consent to Service of Process	31
	Section
    10.14
	WAIVER OF JURY TRIAL	31
	Section
    10.15
	Integration	32
	Section
    10.16
	Financial Assets	32
			 	 
			 	 
	ANNEX
    A	Schedule of Legal Names, Type of Organization (and Whether a	 
			Registered
    Organization and/or a Transmitting Utility), Jurisdiction of 	 
	 	 	Organization,
    Location and Organizational Identification Numbers	 
			 	 
	EXHIBIT
    A	Form of Collateral Release Request	 
	EXHIBIT
    B	Form of Collateral Transfer Request	 
			 	 
	SCHEDULE
    I	List of Collateral Accounts	 


iii